A software EULA attorney is a lawyer who drafts and negotiates end user license agreements for software and SaaS vendors so the contract both closes the deal and protects the company if something goes wrong. I work only with vendors, and after 650+ clients and more than 2,500 deals I have seen what a clear, fair EULA does for a company, and what a bloated or sloppy one costs.
I draft, review, and negotiate EULAs and SaaS agreements for software companies. The goal is always the same: an agreement that supports how you actually sell, reads in plain English, and gives up none of the protections you need.
How I Help as a Software EULA Attorney
- Drafting your EULA from scratch. A plain English agreement built around your product and your business model, not a form pulled off the internet. See how Microsoft’s plain English EULA became a model worth copying.
- Making it enforceable. A limitation of liability only protects you if it is drafted and presented correctly. A $10 million deal once turned into a roughly $246 million judgment because of a fraud end run. I draft against that.
- Right tool for the deal. Downloaded and installed software needs a EULA; browser based software needs a SaaS subscription agreement. Here is how to tell which one you need.
- Clickwrap that holds up. Whether your agreement binds the user comes down to how you built the acceptance flow, not just what the text says.
- Tune ups and reviews. Your paper should match how you sell today. A yearly review keeps it current and simpler.
Making Your EULA Enforceable
An agreement only protects you if a court will enforce it, and that turns on how the user accepts it. Courts enforce shrinkwrap and clickwrap terms when the user gets reasonable notice and a clear chance to agree. In Specht v. Netscape (2d Cir. 2002), the Second Circuit refused to enforce terms a user could have scrolled past and used the software while overlooking entirely. In ProCD v. Zeidenberg (7th Cir. 1996), the Seventh Circuit enforced a license the buyer accepted after the terms were presented. The lesson for a vendor is simple: design the acceptance flow so assent is unambiguous. Electronic acceptance is valid under the federal E-SIGN Act, but only if your clickwrap is built to capture it. I build that in.
What Your EULA Really Does
An end user agreement does more than allocate risk. Its real job is to explain and support your business model, set expectations, and stay readable. It is also where you set the scope of the copyright license in your code under U.S. copyright law: what the customer may do, what they may not, and what stays yours. The agreement you send to close a deal also tells the customer how serious your company is before anyone reads a word about your product. A long, confusing one says amateur. A short, clear, fair one says we do this all the time.
Done right, it is also your cheapest insurance. In one case a well drafted EULA ended a lawsuit on summary judgment, before it ever reached a jury.
Software, SaaS, and App Licensing
The licensing model depends on how customers reach your product. App store distribution works differently again, where the platform sits between you and the user. I help you pick the model that fits and write the agreement to match. If your offering is browser based, start with my SaaS contract page; if you license downloadable code, see software licensing.
Why Vendor-Only Representation Matters
I represent software and SaaS vendors, not buyers. That means I know the moves on the other side of the table and I draft your agreements to win on the points that matter to a vendor: the money, the functionality, and the risk you can actually live with. I am Jeremy Aber, a software attorney first, and the EULA is one of the documents I spend the most time on.
Common Software EULA Questions
Do I need a EULA or a SaaS agreement?
If customers reach your software through a browser, you need a SaaS subscription agreement. If they download and install it, you need a EULA. The form follows the primary item provided, not what you call your company.
Is a clickwrap EULA legally enforceable?
Yes, when it is built right. Courts enforce clickwrap terms the user had reasonable notice of and clearly agreed to. A buried browsewrap link the user never sees is the kind of term courts refuse to enforce.
What should a software EULA include?
At a minimum: a clear license grant and its limits, a limitation of liability, warranty disclaimers, and a sound acceptance mechanism. The exact mix depends on your model and how you sell.
How often should I have my EULA reviewed?
At least once a year, and any time you change your pricing model or launch a new offering, so the paper still matches how you actually sell.
Ready to talk through your EULA? Contact us to review your current agreement or the one you need for an upcoming launch.